” CORPORATE COMMERCIAL UPDATE“
For over two decades, the promise of a robust national competition regime in Uganda remained just that—a promise. The landmark Competition Act, 2024 (assented to on February 2, 2024, and gazetted on April 19, 2024) provided the essential legislative framework, but as with any skeletal statute, the devil—and the detail—was in the waiting for the accompanying regulations.
The long wait is over. On 8th August 2025, the Minister of Trade, Industry and Cooperatives gazetted The Competition Regulations, 2025 (S.I. No. 60 of 2025). This is not merely a procedural formality; it is the critical missing piece that operationalises the Act, providing the clarity, procedure, and substance necessary for businesses to comply and for the law to be effectively enforced.
These Regulations transform the Competition Act from a broad framework into a detailed, and operational legal regime. They provide the clarity and procedural certainty that businesses and legal advisors desperately needed, significantly reducing regulatory risk and uncertainty.
This article analyses the key introductions and clarifications brought by these comprehensive Regulations and what they mean for your business.
Breakdown of Strengths & Critical Insights for Clients:
1. Merger Control Clarity (The Biggest Win)
This is the most critical section for corporate transactions. The most eagerly awaited clarity was on merger, Acquisition or Joint Venture notification thresholds. The Act was silent on this, creating significant uncertainty for any corporate transaction. The Regulations resolve this decisively:
Clear Financial Thresholds (Schedule 4):
The Regulations introduce specific, tiered thresholds based on turnover and asset value within Uganda.
• Mandatory Notification: Triggered if the combined turnover/assets of the parties in Uganda is ≥ UGX 1 billion and the target’s turnover/assets is > UGX 500 Higher thresholds (UGX 10bn+) apply for acquisitions by large players in the same/vertical markets.
• Exclusions: Transactions below UGX 500m are completely excluded. Those between UGX 500m-1bn can apply for
• Implication: This saves SMEs and small transactions from unnecessary regulatory burden. Clients can now easily perform a prior assessment on whether a deal is notifiable.
Detailed Merger Notification Form (Schedule 2): The form is well structured (Parts I-IV):
• It tailors the information requirement to the complexity and competitive significance of the merger.
• It forces merging parties to conduct a preliminary self-assessment of market overlaps, vertical relationships, and competitive effects.
• Implication: While compliance is demanding, this structure makes the process efficient. Well-prepared filings will be reviewed faster. It also serves as a compliance checklist for internal counsel.
Filing Fees: The tiered fee structure (from UGX 1m to 4m) is reasonable and predictable for businesses planning transaction costs.
“Gun-Jumping” Guidance (Reg. 32): The Regulations provide crucial guidance on what constitutes implementing a merger before approval or “gun-jumping” (e.g., integrating IT systems, controlling target’s pricing, placement of employees etc.). This is a major risk area that is now clearly defined to provide clarity to players to avoid issues of premature integration or information exchange.
2. Substantive Law Guidance (Abuse of Dominance & Restrictive Practices
The Regulations adopt the modern competition economics approach, aligning Ugandan law with international best practices.
Updated Economic Tests:
• Predatory Pricing: Reg. 23 correctly identifies Average Avoidable Cost as the primary benchmark, moving away from outdated and flawed cost measures.
• Refusal to Deal: Reg. 21 sets a high bar for intervention, requiring that a refused input be “objectively necessary” and “indispensable” for competition, a test drawn from leading international jurisdictions.
3. Procedural Certainty and Fairness
The Regulations establish robust and transparent procedures.
• Technical Committee Operations (Schedule 5): Details on composition, tenure, meetings, and conflict-of-interest rules enhance the perceived and actual independence of the decision-making body, mitigating concerns about the “Ministerial model.” Please note that two months from the gazetting these Regulations, our check at the ministry indicates that the Minister is yet to constitute this committee.
• It is noteworthy that the choice of a Technical Committee within the Ministry, rather than an independent authority, was debatable. As seen in Kenya, Tanzania, Rwanda, and Zambia, the regional standard is an independent competition commission. This very point sparked considerable debate in the Ugandan Parliament. The legislative history reveals that the President returned the initial Bill specifically to reconsider the clause providing for a commission, ultimately leading to the adoption of the “Technical Committee” model in the final, assented Act.
• Clear Timelines: e.g., 30 days for a preliminary inquiry decision (Reg. 14(4)), 14 days for a response on exclusion applications (Schedule 3).
Digital Markets: The law is future-proof, explicitly addressing the collection and use of data as a competitive parameter and recognising abuses specific to digital platform markets (Reg. 21 (6) and Reg. 25 (e)).
Guidance on Assessments: Regulations 17-20 provide a clear, factor-based methodology for defining markets and assessing dominance that rivals mature jurisdictions. When assessing whether a firm holds a dominant position, the Regulations provide a guiding list of factors, such as market share, barriers to entry, and countervailing buyer power. Critically, these factors are not definitive or conclusive. This grants the Ministry the necessary flexibility to conduct a holistic assessment based on the specific facts of each market, acknowledging that dominance cannot be determined by a rigid checklist.
• Confidentiality Process (Reg. 40 & Form): A clear process for claiming confidentiality protects businesses’ sensitive information during investigations and merger reviews.
• Advisory Opinions (Reg. 29): Allows businesses to seek pre-clearance guidance on novel issues or whether the nature of their transactions are notifiable, reducing legal risk.
• Merger Remedies and Conditional Approvals(Reg.36): The Regulations provide for conditional approvals, where a merger may be sanctioned subject to specific remedies to prevent a substantial lessening of competition. A critical feature of this process is that the Ministry can require the submission of a compliance report to demonstrate adherence to the imposed conditions. This underscores the importance of not only negotiating remedies but also implementing a robust post-approval compliance plan.
• Relationship with Court Processes (Reg. 14(7) (a)): Introducing important procedural clarity, the Regulations stipulate that the Ministry will not make a decision on a matter that is concurrently the subject of a court process. This prevents conflicting rulings and provides a clear procedural path for parties, who must choose between administrative and judicial fora for resolving a competition dispute.
4. Regional Integration
For cross-border transactions, Reg. 31(4) provides a clear rule: mergers meeting COMESA thresholds must be notified to the COMESA Competition Commission, with the Ugandan Ministry merely informed.
This resolves potential conflicts and provides a clear roadmap for multi-jurisdictional deals affecting Uganda.
5. Enforcement and Sanctions
Penalty Guidance (Reg. 39): While the Act prescribes severe penalties, including personal liability for directors, the Regulations introduce factors for courts to consider when determining fines (e.g., cooperation, financial distress). This introduces a degree of proportionality into what were previously seen as harsh sanctions.
Minor Considerations and Potential Challenges:
1. Administrative Capacity: The sophistication of these Regulations places a significant burden on the newly formed Technical Committee and Ministry staff. Their ability to conduct complex economic analysis (e.g., on predatory pricing or market definition) will be tested. Initial decisions could potentially be inconsistent as expertise is built.
2. Institutional Independence: While the procedures for the Technical Committee are excellent, it remains housed within the Ministry. The potential for political influence, though mitigated by these rules, remains a theoretical concern for high-profile, politically sensitive cases. The Ministerial model instead of an independent authority has its own challenges. For example, Zambia move away from this model to a standalone Competition and Consumer Protection Commission (CCPC) which reflects a common trajectory in maturing competition jurisdictions. It is highly plausible that Uganda may face a similar plight in the future for several compelling reasons such as political influence, international best practices and peer pressure, resource and funding challenges among others.
3. As case law develops and the economy grows, the limitations of the Ministerial model will likely become increasingly apparent, building a compelling case for reform.
4. Complexity for Businesses without robust legal guidance: The level of detail, especially in the merger form, could be overwhelming for most Ugandan businesses without access to sophisticated legal advice. The Ministry’s ability to provide guidance will be crucial.
What This Means for Businesses and Legal Practitioners:
These Regulations are a game-changer. The gazetting of these Regulations marks the true commencement of a modern competition regime in Uganda. The period of uncertainty is over, replaced by a clear, albeit demanding, compliance landscape.
For clients, this means:
• Predictability: You can now assess whether a merger is likely notifiable and what the process may entail.
• Compliance Roadmap: The Regulations are a detailed manual. Use them to audit your agreements (distribution, supply), assess your market conduct (especially if dominant), and prepare for M&A transactions.
• Reduced Regulatory Risk: The clear rules reduce the risk of unexpected violations and sanctions. The sophisticated nature of the Regulations means that reliance on expert legal advice is no longer a luxury but a necessity to navigate the risks of non-compliance, which remain substantial.
• Action Required: Immediately review any ongoing or planned M&A transactions against the new thresholds. Conduct internal training for sales and management teams on the rules concerning anti-competitive agreements and abuse of dominance, using these Regulations as the primary reference.
Conclusion: A Turning Point Realised
The new regulations provide an outstanding, first-class legislative foundation for promoting fair competition. The focus now shifts to the enforcement capacity of the newly formed Technical Committee, but for businesses and advisors, the roadmap is finally clear.
Disclaimer:
This publication is for general consumption and should not be taken and relied upon without seeking specific legal advice on any of the matters above.